APPENDIX A MERGER AGREEMENTMerger Agreement • January 6th, 2009 • Scopus Video Networks Ltd. • Communications equipment, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 22, 2008, by and among Harmonic Inc., a Delaware corporation (“Parent”), Sunrise Acquisition Ltd., a company organized under the laws of the State of Israel and a direct or indirect wholly owned subsidiary of Parent (“Merger Sub”), and Scopus Video Networks Ltd., a company organized under the laws of the State of Israel (the “Company”).
APPENDIX C FORM OF VOTING AGREEMENTVoting Agreement • January 6th, 2009 • Scopus Video Networks Ltd. • Communications equipment, nec • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of December __, 2008 by and between Harmonic Inc., a Delaware corporation (“Parent”), and the undersigned shareholder and/or option holder (the “Shareholder”) of Scopus Video Networks Ltd., a company organized under the laws of the State of Israel (the “Company”).
